SEC Comment Letter 0000000000-24-003284 to Fashionista Distributor Holdings Inc. (CIK 0002004256)
Fashionista Distributor Holdings Inc. (CIK 0002004256)
Date: March 26, 2024 · CIK: 0002004256 · Accession: 0000000000-24-003284
AI Filing Summary & Sentiment
File numbers found in text: 333-277616
Letter
United States securities and exchange commission logo March 26, 2024 Yushun Ting President and Chief Executive Officer Fashionista Distributor Holdings Inc. 2F., No. 24, Sec.1, Chongqing N. Rd., Datong Dist. Taipei City, Taiwan (R.O.C) 103 Re:Fashionista Distributor Holdings Inc. Registration Statement on Form S-1 Filed March 4, 2024 File No. 333-277616 Dear Yushun Ting: We have reviewed your registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-1 Risk Factors Risks Related to Our Business and Industry We depend on a few major customers with whom we do not enter into long-term contracts..., page 7 1.We note your amended disclosure in response to comment 3. Please expand your disclosure to identify the customer with whom you entered into an agreement, as well as the date and material terms of such agreement, as you do in the disclosure in the "Business" section on page 30. Our reliance, and anticipated reliance in future, on loans from Yushun Ting..., page 8 2.We note your disclosure in response to comment 2 regarding the agreement entered into between the company and your Chief Executive Officer. In an appropriate section, please disclose the material terms of the agreement. Please also file the agreement as an exhibit to the registration statement in accordance with Item 601(b)(10) of Regulation S-K, or, in
FirstName LastNameYushun Ting Comapany NameFashionista Distributor Holdings Inc. March 26, 2024 Page 2 FirstName LastName Yushun Ting Fashionista Distributor Holdings Inc. March 26, 2024 Page 2 the alternative, tell us why you do not believe you are required to do so. Management's Discussion and Analysis of Financial Condition and Results of Operations Our Services and Revenue Model, page 30 3.We note your revised disclosure on page 31 in response to prior comment 11. In it you state all of your accounts receivable as of April 30, 2023 were fully collected as of October 31, 2023. The accounts receivable balance as of October 31, 2023 is $330 thousand and you recorded only $78 thousand in revenue in the six months ended October 31, 2023. From this it appears you still have a large amount of accounts receivable outstanding at October 31, 2023 that were also outstanding at April 30, 2023. Please advise. Notes to the Financial Statements Note 4. Summary of Accounting Policies Revenue Recognition, page F-9 4.We note your revised disclosure in response to prior comment 15. Please disclose what your promises/obligations are and how you satisfy them. Refer to ASC 606-10-50-12 regarding disclosure to be made about performance obligations. Additionally, clarify if you are the principal or agent in your transactions, and disclose the basis for your conclusion. In connection with this, you state on page 1 you connect your clients with designers that you partner with in Italy and generate revenue on a commission basis. It appears you are the agent in the transaction. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Aamira Chaudhry at 202-551-3389 or Doug Jones at 202-551-3309 if you have questions regarding comments on the financial statements and related matters. Please contact Alyssa Wall at 202-551-8106 or Donald Field at 202-551-3680 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Wei Wang
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United States securities and exchange commission logo
March 26, 2024
Yushun Ting
President and Chief Executive Officer
Fashionista Distributor Holdings Inc.
2F., No. 24, Sec.1, Chongqing N. Rd., Datong Dist.
Taipei City, Taiwan (R.O.C) 103
Re:Fashionista Distributor Holdings Inc.
Registration Statement on Form S-1
Filed March 4, 2024
File No. 333-277616
Dear Yushun Ting:
We have reviewed your registration statement and have the following comment(s).
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Risk Factors
Risks Related to Our Business and Industry
We depend on a few major customers with whom we do not enter into long-term contracts...,
page 7
1.We note your amended disclosure in response to comment 3. Please expand your
disclosure to identify the customer with whom you entered into an agreement, as well as
the date and material terms of such agreement, as you do in the disclosure in the
"Business" section on page 30.
Our reliance, and anticipated reliance in future, on loans from Yushun Ting..., page 8
2.We note your disclosure in response to comment 2 regarding the agreement entered into
between the company and your Chief Executive Officer. In an appropriate section, please
disclose the material terms of the agreement. Please also file the agreement as an exhibit
to the registration statement in accordance with Item 601(b)(10) of Regulation S-K, or, in
FirstName LastNameYushun Ting
Comapany NameFashionista Distributor Holdings Inc.
March 26, 2024 Page 2
FirstName LastName
Yushun Ting
Fashionista Distributor Holdings Inc.
March 26, 2024
Page 2
the alternative, tell us why you do not believe you are required to do so.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Our Services and Revenue Model, page 30
3.We note your revised disclosure on page 31 in response to prior comment 11. In it you
state all of your accounts receivable as of April 30, 2023 were fully collected as of
October 31, 2023. The accounts receivable balance as of October 31, 2023 is $330
thousand and you recorded only $78 thousand in revenue in the six months ended October
31, 2023. From this it appears you still have a large amount of accounts receivable
outstanding at October 31, 2023 that were also outstanding at April 30, 2023. Please
advise.
Notes to the Financial Statements
Note 4. Summary of Accounting Policies
Revenue Recognition, page F-9
4.We note your revised disclosure in response to prior comment 15. Please disclose what
your promises/obligations are and how you satisfy them. Refer to ASC 606-10-50-12
regarding disclosure to be made about performance obligations. Additionally, clarify if
you are the principal or agent in your transactions, and disclose the basis for your
conclusion. In connection with this, you state on page 1 you connect your clients with
designers that you partner with in Italy and generate revenue on a commission basis. It
appears you are the agent in the transaction.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Aamira Chaudhry at 202-551-3389 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters. Please
contact Alyssa Wall at 202-551-8106 or Donald Field at 202-551-3680 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Wei Wang